July 30, 2015
HOWARD & HOWARD ATTORNEYS PLLC, Plaintiff/Counter-Defendant-Appellant,
PETER JABBOUR, Defendant/Counter-Plaintiff-Appellee
Oakland Circuit Court. LC No. 2012-128121-CK.
HOWARD & HOWARD ATTORNEYS, P.L.L.C.,
Plaintiff/Counter-Defendant-Appellant: JOHN C. LOUISELL,
ROYAL OAK, MI.
JABBOUR, Defendant/Counter-Plaintiff-Appellee, Pro se.
WILDER, P.J., and SHAPIRO and RONAYNE KRAUSE, JJ.
Mich.App. 525] Per Curiam.
appeals by right the trial court's denial of its motion
for summary disposition and grant of summary disposition in
favor of defendant. Defendant was appointed by the trial
court as a receiver to oversee certain businesses involved in
an underlying lawsuit; as part of his receivership, he
retained plaintiff to perform legal services in connection
with the receivership. The receivership appointment order
specified that the receivership estate was to pay the
receiver's fees and expenses, including compensating
plaintiff. However, the parties to the underlying lawsuit
settled and, despite being ordered to do so, never paid the
entirety of plaintiff's fees. Plaintiff commenced the
instant suit against defendant personally, which the trial
court deemed impermissible. We affirm.
court's ruling on a motion for summary disposition is
reviewed de novo on appeal. Oliver v Smith, 290
Mich.App. 678, 683; 810 N.W.2d 57 (2010).
person who retains an
attorney is, of course, ordinarily obligated to compensate
that attorney pursuant [311 Mich.App. 526] to their contract.
However, an agent who contracts with a third party on behalf
of a disclosed principal is generally not liable to the third
party in the absence of an express agreement to be held
liable. Nat'l Trout Festival, Inc v Cannon, 32
Mich.App. 517, 521; 189 N.W.2d 69 (1971); Huizenga v
Withey Sheppard Assoc., 15 Mich.App. 628, 633; 167
N.W.2d 120 (1969). A court-appointed receiver is an officer
or agent of the court. In re Kennison Sales &
Engineering Co, Inc, 363 Mich. 612, 617-618; 110 N.W.2d
579 (1961). The order of appointment explicitly states this.
In accord is authority stating:
One contracting with the court through the receiver becomes,
in effect, a party to the receivership proceedings in respect
of the court's future dealings with him or her and his or
her rights under the contract. [75 CJS, Receivers, §
165, pp 509-510.]
The general rule is that an allowance of attorney's fees
in cases of this nature is properly made to the receiver and
not directly to the attorneys, and that the attorneys must
look to the receiver for their compensation, but they cannot
hold the receiver personally liable. [65 Am Jur 2d,
Receivers, § 225, pp 780-781.]
parties' contract in this case explicitly and
unambiguously stated that all legal services were being
performed pursuant to defendant's appointment by the
trial court as receiver. There is no plausible dispute
regarding the fact that
defendant was lawfully acting within the scope of his
receivership authority at all relevant times and that
plaintiff was aware of that fact.
did agree that plaintiff is entitled to be paid. However, the
evidence shows that defendant did not concede that
he was obligated to make that payment [311 Mich.App.
527] personally. Plaintiff apparently believes that
defendant's concession established an account stated. See
Fisher Sand & Gravel Co v Neal A Sweebe, Inc,
494 Mich. 543, 554-555; 837 N.W.2d 244 (2013) (explaining
that an open account is converted into an account stated when
the parties agree to a sum due from one to another).
Defendant, though, did not agree that he owed the sum; only
that plaintiff was owed it. In any event, defendant's
alleged liability is predicated on the agreement to pay for
services rendered to him as receiver under the retainer
agreement and, as already discussed, defendant is not
personally liable for those services.
trial court properly granted summary disposition in favor of
defendant and properly denied summary disposition to
plaintiff. In light of our conclusion that defendant cannot
be held personally liable for the amount due plaintiff on
these facts, we need not address the remaining issues
plaintiff raises on appeal. Affirmed.